CHAPTER I
PRELIMINARY
An Act to provide for the transfer and vesting of the under-
taking of the Industrial Finance Corporation of India to and in the
Company to be formed and registered as a Company under the Companies
Act, 1956, and for matters connected therewith or incidental thereto and also to repeal the Industrial Finance Corporation Act, 1948.BE it enacted by Parliament in the Forty-fourth Year of the Re-
public of India as follows:-
1.Short title and commencement.
1.Short title and commencement. (1) This Act may be called the
Industrial Finance Corporation (Transfer of Undertaking and Repeal)
Act, 1993.(2) It shall be deemed to have come inot force on the 1st day of
October, 1992.2.Definitions.
2.Definitions. In this Act, unless the context otherwise requires,-
(a) “appointed day” means such date as the Central
Government may, by notification in the Official Gazette, appoint under section 3:
(b) “Company” means the Industrial Finance Corporation of
India Limited to be formed and registered under the COmpanies
Act, 1956 (1 of 1956)
2.(c) “Corporation” means the Industrial Finance Corporation of
India established under sub-section (1) of section 3 of the Industrial
Finance Corporation Act, 1948 ( 15 of 1984).
3.Undertaking of the Corporation to vest in the company.
3.Undertaking of the Corporation to vest in the company. On such date as the Central Government may, by notification in the Official
Gazette, appoint, there shall be transferred to, and vest in, the Com-
pany, the undertaking of the Corporation.
4.General effect of vesting of undertaking in the Company.
4.General effect of vesting of undertaking in the Company. (1)
Every shareholder of the Corporation immediately before the appointed day shall be deemed to be registered on and from the appointed day as a shareholder of the Company to the extent of the face value of the shares held by such shareholder.
(2) The undertaking of the Corporation which is transferred to and which vests in the Company under section 3 shall be deemed to include all business, assets, rights, powers, authorities and privileges and all properties, movable and immovable, real and personal, corporeal and incorporeal, in possession or reservation, present or Contingent of whatever nature and wheresoever situate including lands, buildings, vehicles, cash balances, deposits, foreign currencies, disclosed and undisclosed reserves, reserve fund, special reserve fund, benevolent reserve fund, any other fund, stocks, invest-
ments, shares, bonds, debentures, security, management of any industrial concern, loans, advances and guarantees given to industrial concerns, tenancies, leases and book debts and all other rights and interests arising out of such property as were immediately before the appointed day in the ownership, possession or power of the Corporation in relation to its undertaking, within or without India, all books of accounts, registers, records and documents relating thereto and shall also be deemed to include all borrowings, liabilities and obligations of whatever kind within or without India then subsisting of the
Corporation in relation to its undertaking.
(3) All contracts, deeds. bonds. guarantees, powers of attorney, other instruments and working arrangements subsisting immediately before the appointed day and affecting the Corporation shall cease to have effect or to be enforceable against the Corporation and shall be of as full force and effect against or in favour of the Company in which the undertaking of the Corporation has vested by virtue of this
Act and enforceable as fully and effectually as if instead of the
Corporation. the Company had been named therein or had been a party thereto.
(4) Any proceeding or cause of action pending or existing immediately before the appointed day by or against the Corporation in relation to its undertaking may, as from the appointed day, be continued and enforced by or against the Company in which the undertaking of the Corporation has vested by virtue of this Act as it might have been enforced by or against the Corporation if this Act bad not been enacted and shall cease to be enforceable by or against the
Corporation.
3.5.Concession, etc., to be deemed to have been granted to the Company.
5.Concession, etc., to be deemed to have been granted to the
Company. With effect from the appointed day, all fiscal and other concessions, licences, benefits, privileges and exemptions granted to the Corporation in connection with the affairs and business of the
Corporation under any law for the time being in force shall be deemed to have been granted to the Company.
6.Tax exemption or benefit to continue to have effect.
6.Tax exemption or benefit to continue to have effect. (1) Where any exemption from, or any assessment with respect to, any tax has been granted or made or any benefit by way of set off or carry forward of any unabsorbed depreciation or investment allowance or other allowance or loss has been extended or is available to the Corporation under the Income-tax Act, 1961 (43 of 1961), such exemption, assessment or benefit shall continue to have effect in relation to the Company.
(2) Where any payment made by the Corporation is exempt from de-
duction of tax at source under any provision of the Income-tax Act,
1961 (43 of 1961), such exemption will continue to be available as if the provisions of the said Act made applicable to the Corporation were operative in relation to the Company.
(3) The transfer and vesting of the undertaking or any part thereof in terms of section 3 shall not be construed as a transfer within the meaning of the Income-tax Act, 1961 (43 of 1961) for the purposes of capital gains.
7.Guarantee to be operative.
7.Guarantee to be operative. Any guarantee given for or in favour of the Corporation with respect to any loan, lease finance or other assistance shall continue to be operative in relation to the Company.
8.Provisions in respect of officers and other employees of Corporation.
8. Provisions in respect of officers and other employees of
Corporation. (1) Every officer or other employee of the Corporation
(except a Director of the Board, Chairman or Managing Director)
serving in the employment immediately before the appointed day shall, in so far as such officer or other employee is employed in connection with the undertaking which has vested in the Company by virtue of this
Act, become, as from the appointed day, an officer or, as the case may be, other employee of the Company and shall hold his office or service therein by the same tenure, at the same remuneration, upon the same terms and conditions, with the same obligations and with the same rights and privileges as to leave, leave fare concession, welfare scheme, medical benefit scheme, insurance, provident fund, other funds, retirement, voluntary retirement, gratuity and other benefits as he would have held under the Corporation if its undertaking had not, vested in the Company and shall continue to do so as an officer or, as the case may be, other employee of the Company or until the expiry of a period of six months from the appointed day if such officer or other employee opts not to continue to be the officer or other employee of the Company within such period.
(2) Where an officer or other employee of the Corporation opts under sub-section (1) not to be in employment or service of the
Company, such officer or other employee shall be deemed to have resigned.
4.(3) Notwithstanding anything contained in the Industrial
Disputes Act, 1947 (14 of 1947) or in any other law for the time being in force, the transfer of the services of any officer or other employee of the Corporation to the Company shall not entitle such officer or other employee to any compensation under this Act or under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority.
(4) The officers and other employees who have retired before the appointed day from the service of the Corporation and are entitled to any benefits, rights or privileges shall be entitled to receive the same benefits, rights or privileges from the Company.
(5) The trusts of the provident fund or the gratuity fund of the
Corporation and any other bodies created for the welfare of officers or employees would continue to discharge their functions in the
Company as was being done hitherto in the Corporation and any tax exemption granted to the provident fund or the gratuity fund would continue to be applied to the Company.
(6) Notwithstanding anything contained in this Act or in the
Companies Act, 1956 (1 of 1956) or in any other law for the time being in force or in the regulations of the Corporation, no Director of the
Board, Chairman, Managing Director or any other person entitled to manage the whole or substantial part of the business and affairs of the Corporation shall be entitled to any compensation against the
Corporation or the Company for the loss of office or for the premature termination of any contract of management entered into by him with the
Corporation.
9.Act 18 of 1891 to apply to the books of the Company. 9.Act 18 of 1891 to apply to the books of the Company. TheCompany shall be deemed to be a bank for the purposes of the BankersBooks Ev
10.Repeal and saving of Act 15 of 1948.10.Shares, bonds and debentures to be deemed to be approved securities. Notwithstanding anything contained in any other law for the time being in force. the shares, bonds and debentures of the
Company shall be deemed to be approved securities for the purposes of the Indian Trusts Act, 1882 (2 of 1982), the Insurance Act, 1938 (4.of 1938) and the Banking Regulation Act, 1949 (10 of 1949).
2.11.11.Repeal and saving of Act 15 of 1948. (1) On the appointed day, the Industrial Finance Corporation Act, 1948 shall stand repealed.
(2) Notwithstanding the repeal of the Industrial Finance
Corporation Act, 1948 (15 of 1948), the Company shall, so far as may be, comply with the provisions of sections 33, 34, 34A, 35 and 43.of the Act so repealed for any of the purposes related to the annual accounts of the Corporation.
5.12.Repeal and saving.
12. Repeal and saving. (1) The Industrial Finance Corporation
(Transfer of Undertaking and Repeal) Ordinance, 1993 (Ord. 5 of 1993)
is hereby repealed.
(2) Notwithstanding the repeal of the Industrial Finance
Corporation (Transfer of Undertaking and Repeal) Ordinance, 1993,
(Ord. 5 of 1993), anything done or any action taken under the said
Ordinance, shall be deemed to have been done or taken under the corresponding provisions of this Act.
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THE NATIONAL THERMAL POWER CORPORATION LIMITED, THENATIONAL HYDROELECTRIC POWER CORPORATION LIMITED AND THENORTH-EASTERN ELECTRIC POWER CORPORATION LIMITED (ACQUISITIONAND TRANS- FER OF POWER TRANSMISSION SYSTEMS) ACT, 1993NO. 24 OF 1993.[2nd April, 1993.]
An Act to provide in the public interest for the acquisition and transfer of the power transmission systems of the three companies and the right, title and interest of those companies in the power transmission system situated in different parts of India, with a view to developing the National Power Grid to ensure transmission of power, within and across the different regions of India, on a more scientific, efficient and economic basis and for matters connected therewith or incidental thereto.
BE it enacted by Parliament in the Forty-fourth Year of the Republic of India asÂ
CHAPTER IIACQUISITION AND TRANSFER OF POWER TRANSMISSION SYSTEM
3.Acquisition of rights of three companies in relation to the powertransmission systems.
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3.Acquisition of rights of three companies in relation to the power transmission systems. (1) On the appointed day, the power transmission system and the right, title and interest of each of the three companies in relation to its power transmission system shall, by virtue of this Act, be deemed to have been transferred to, and vested in, the Central Government.
(2) The power transmission systems vested in the Central Gov-
ernment by virtue of sub-section (1) shall, immediately after they had so vested, be deemed to have been transferred to, and vested in, the
Corporation.
4.General effect of vesting.
4.General effect of vesting. (1) The power transmission system shall be deemed to include all assets, rights, leaseholds, powers, authorities and privileges and all property, movable and immovable, relating to such system including lands, buildings, workshops, projects (whether complete or at any stage of completion or planning), stores, spares, instruments, machinery and
3.equipment, construction equipment, unutilised long-term and short-term loans and all other rights and interests in, or arising out of, such property as were immediately before the appointed day, in the ownership, possession, power or control of the three companies and all books of account, registers and all other documents of whatever nature relating thereto but shall be deemed not to include-
(a) book debts due to the three companies immediately before the appointed day;
(b) cash balances and bank balances as on the appointed day;
(c)income and expenditure on revenue account relating to any period before the appointed day.
Explanation.-For the removal of doubts, it is hereby declared that rights in relation to the power transmission system of each of the three companies which have been transferred to, and vested in, the
Corporation under sub-section (2) of section 3 and this sub-section shall include the right to collect transmission charges for transmission of power and any monies collected on or after the appointed day by any of the three companies as transmission charges
(whether shown separately or not) shall be payable by such company to the Corporation.
(2) Unless otherwise expressly provided by this Act, all deeds, bonds, guarantees (other than guarantees given by the Government of
India), agreements, powers of attorney, grants of legal representation and other instruments of whatever nature in relation to the power transmission system of each of the three companies, subsisting or having effect immediately before the appointed day, and to which each of the three companies is a party or which are in favour of any of the said companies shall be of as full force and effect against or in favour of the Corporation and may be enforced or acted upon as fully and effectually as if in the place of the concerned company, the Corporation had been a party thereto or as if they had been issued in favour of the Corporation.
(3) If, on the 8th day of January, 1993 any suit, appeal or other proceeding of whatever nature, in relation to any property or assets which have been transferred to, and vested in, the Corporation under sub-section (2) of section 3, instituted or preferred by or against any of the three companies was pending, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the power transmission system of that company or of anything contained in this Act, but the suit, appeal or other proceeding may be continued, prosecuted or enforced, subject to the provisions of sub-section (1) of section 5, by or against the
Corporation.
5.Corporation to be liable for certain prior liabilities.
5.Corporation to be liable for certain prior liabilities. (1)
Subject to the provisions of sub-section (2), every liability of each of the three companies in relation to its power transmission system, in respect of any period prior to the appointed day, which has been transferred to, and vested in, the Corporation under sub-section (2)
of section 3, shall be the liability of the Corporation and shall be enforceable against the Corporation and not against the company:
Provided that nothing contained in this sub-section shall apply to-
(a) the income and expenditure on revenue account relating to any period before the appointed day and received or, as the case may
4.be, incurred by any of the three companies on or after the appointed day;
(b) arrears of depreciation, regarding contingent liabilities on capital account relating to any period before the appointed day, arising on account of the decision of any court, tribunal or other authority.
(2) Where any repayment of a loan or interest, or both, has been made, on or after the appointed day, by any of the three companies to any lending agency, such repayment shall be deemed to have been made by the Corporation and the amount of such repayment shall be reim-
bursed by the Corporation to the concerned company on adjustment of transmission charges or any other amount due to the Corporation from the concerned company.
6.Corporation to be lessee or tenant.
6.Corporation to be lessee or tenant. (1) Where any property is held by any of the three companies in relation to its power transmission system under any lease or right of tenancy, the
Corporation shall, on and from the appointed day, be deemed to have become the lessee or tenant, as the case may be, in respect of such property as if the lease or tenancy in relation to such property had been granted to the Corporation and thereupon all the rights under such lease or tenancy shall be deemed to have been transferred to, and vested in, the Corporation.
(2) On the expiry of the term of any lease or tenancy referred to in sub-section (1), such lease or tenancy shall, if so desired by the Corporation, be renewed on the same terms and conditions on which the lease or tenancy was held by any of the three companies immediately before the appointed day.
7.Removal of doubts.
7.Removal of doubts. (1) For the removal of doubts, it is hereby declared that the provisions of sections 3, 4, 5 and 6 shall apply to the extent to which any property appertains to the business relating to the power transmission system carried on by the three companies and to the rights and powers acquired, and to debts, liabilities and obligations incurred, and to contracts, agreements and other instruments made by any of the three companies and to legal proceedings relating to those matters pending in any court, tribunal or other authority in India.
(2) If any question arises as to whether any property appertained, on the appointed day to any business of any of the three companies in relation to its power transmission system, or whether any rights, powers, debts, liabilities or obligations were acquired or incurred or any contract, agreement or other instrument was made by any of the three companies for the purposes of its said business, or whether any document relates to those purposes, the question shall be referred to the Central Government which shall, after giving a reasonable opportunity of being heard to the persons interested in the matter decide it in such manner as it may think fit.
8.Payment of amount.
8. Payment of amount. (1) For the transfer to, and vesting in, the Central Government under sections 3 and 4, of the power transmission system and the right, title and interest of each of the three companies in relation to Its power transmission system, there shall be paid, in the prescribed manner, by the Central Government to each of the three companies such amount as is equal to the book value of all the assets and properties after deduction of liabilities (other than contingent liabilities) given in the audited
5.statement of accounts of each of the three companies as on the 31st day of March, 1992.(2) For the transfer to, and vesting in, the Corporation under sub-section (2) of section 3 of the power transmission system and the right, title and interest of each of the three companies in relation to its power transmission system, there shall be paid, in the prescribed manner, by the Corporation to the Central Government, the amount which is paid by that Government to the three companies under sub-section (1).
(3) In case of any dispute relating to the nature of any asset, property or liability or the amount payable under sub-section (1), the dispute shall be referred by the Central Government to such authority as it may appoint and the decision of that authority in the matter shall be final.
.CHAPTER IIIDELIVERY OF ASSETS, ETC., TO THE CORPORATION
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9.Duty of persons to account for assets, etc., in their possession.
9.Duty of persons to account for assets, etc., in their possession. (1) Any person who has, on the date of commencement of this Act, in his possession or under his control, any assets, books and any other documents relating to the power transmission system which has been transferred to, and vested in, the Corporation under sub-section (2) of section 3, shall be liable to account for the said assets, books and documents to the Corporation and shall deliver them up to the Corporation or to such person or persons as the Corporation may specify in this behalf.
(2) The Corporation may take or cause to be taken all necessary steps for securing possession of the power transmission system which has been transferred to, and vested in, the Corporation under this
Act.
(3) Each of the three companies shall, within such period as the
Corporation may allow in this behalf, furnish to the Corporation a complete inventory of all its property and assets as on the appointed day pertained to its power transmission system which has been transferred to, and vested in, the Corporation under sub-section (2)
of section
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CHAPTER IVPROVISIONS RELATING TO ASSOCIATED PERSONNEL
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10.Continuance of associated personnel.
10.Continuance of associated personnel. (1) On the vesting of the power transmission system of the three companies in the Corporation, the associated personnel who have been, immediately on or before the appointed day, employed in any of the three companies and have not already become employees of the Corporation shall become, on and from the date of commencement of this Act, employees of the Corporation and shall hold office or service under the Corporation on the terms and conditions which are not in any way less favourable than those which would have been admissible to them if there had been no such vesting and shall continue to do so unless and until their employment under the Corporation is duly terminated or until their remuneration and other conditions of service are duly altered by the Corporation.
(2) Notwithstanding anything contained in the Industrial
Disputes Act, 1947 (14 of 1947) or, any other law for the time being in force, the transfer of the services of the associated personnel to the Corporation, shall not entitle such personnel to any compensation under this Act or any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority.
6.11.Provident fund and other funds.
11.Provident fund and other funds. (1) Where any of the three companies has established a provident fund or any other fund for the benefit of the persons employed by it, the monies relatable to the associated personnel who have already become employees of the
Corporation or whose services have become transferred under this Act to the Corporation shall, out of the monies standing, on the date of transfer of the associated personnel, to the credit of such provident fund or other fund, stand transferred to, and vest in, the
Corporation,
(2) The monies which stand transferred under sub-section (1) to the Corporation shall be dealt with by the Corporation in such manner as may be prescribed.
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CHAPTER VMISCELLANEOUS
12.Act to have overriding effect.
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12.Act to have overriding effect. The provisions of this Act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law other than this Act or in any decree or order of any court, tribunal or other authority.
13.Penalties.
13.Penalties. Any person who,-
(a) having in his possession, custody or control any property forming part of the power transmission system of any of the three companies wrongfully withholds such property from the
Corporation; or
(b) wrongfully obtains possession of, or, retains, any property forming part of the power transmission system of any of the three companies; or
(c) wilfully withholds or fails to furnish to the Corporation or any person or body of persons specified by the
Corporation, any document or inventory relating to the power transmission system of any of the three companies, which may be in his possession. custody or control; or
(d) fails to deliver to the Corporation or any person or body of persons specified by that Corporation, any assets, books of amount, registers or other documents in his possession, custody, or control relating to the power transmission system of any of the three companies,
shall be punishablewith imprisonment for a term which may extend to two years and also with fine which may extend to ten thousand rupees.
14.Offence by companies.
14.Offence by companies. (1) Where an offence punishable under this Act has been committed by a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:
Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge and that he had exercised all due diligence to prevent the commission of such offence.
(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it
7.is proved that the offence has been committed with the consent or con-
nivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.
Explanation.-For the purposes of this section,-
(a) “company” means any body corporate and includes a firm or other association of individuals; and
(b) “director”, in relation to a firm, means a partner in the firm.
15.Protection of action taken in good faith.
15.Protection of action taken in good faith. No suit, prosecution or other legal proceeding shall lie against the Central Government or the Corporation or any of the three companies or any officer of that
Government, Corporation or company or any other person authorised by that Government, Corporation or company for anything which is in good faith done or intended to be done under this Act.
16.Power to make rules.
16 Power to make rules. (1) The Central Government may, by notification, make rules for carrying out the provisions of this Act.
(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely: –
(a) the manner in which the amount is to be paid under sub-
section (1) or sub-section (2) of section 8;
(b) the manner in which the monies in any provident fund or other fund, referred to in sub-section (2) of section 11, shall be dealt with;
(c) any other matter which is required to be, or may be, prescribed.
(3) Every rule made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything pre-
viously done under that rule.
17.Repeal and saving.
17.Repeal and saving. (1) The National Thermal Power Corporation
Limited, the National Hydroelectric Power Corporation Limited and the
North-Eastern Electric Power Corporation limited (Acquisition and
Transfer of Power Transmission Systems) Ordinance, 1993 (Ord. 10 of
1993) is hereby repealed.
(2) Notwithstanding such repeal, anything done or any action taken under the said Ordinance, shall be deemed to have been done or taken under the corresponding provisions of this Act.
8.SCHE
[See section 2 (e) and (g)
THE SCHEDULE
[See section 2 (e) and (g)
NAMES OF COMPANIES
1. The National Thermal Power Corporation Limited, a company incorporated and registered under the Companies Act, 1956 having its registered office in Core No. 7, SCOPE Complex, Lodhi Road, New Delhi-
110 003.2. The National Hydroelectric Power Corporation Limited, a company incorporated and registered under the Companies Act, 1956.having its registered office at Hemkunt Tower, 98, Nehru Place, New
Delhi-110 019.3. The North-Eastern Electric Power Corporation Limited, a company incorporated and registered under the Companies Act, 1956.having its registered office at Kharmalki Road, Shillong-793001.
